Accrete Energy Inc. - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Citation: Accrete Energy Inc., 2008 ABASC 516

December 4, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ACCRETE ENERGY INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulators in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer, and for the purposes of Québec, that the Autorité des Marchés Financiers revoke the issuer's status as a reporting issuer (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) he Alberta Securities Commission is the principal regulator for this application, and

(b) he decision is the decision of the principal regulator and evidences the decisions of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a company incorporated under the Business Corporations Act (Alberta) (the ABCA) and its head office is located in Calgary, Alberta.

2. The Filer is a reporting issuer in Alberta, Saskatchewan, Ontario and Québec.

3. The authorized share capital of the Filer consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares, issuable in series (the Preferred Shares).

4. On September 30, 2008, Pengrowth Energy Trust (Pengrowth) acquired ownership and control of 17,978,647 Common Shares pursuant to an arrangement under section 193 of the ABCA involving the Filer, Pengrowth, Pengrowth Corporation, Pengrowth Energy Partnership, Argosy Energy Inc. and holders of Common Shares (the Arrangement).

5. Immediately prior to the Arrangement there were 17,978,647 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

6. As a result, Pengrowth now holds 100% of the issued and outstanding Common Shares and is the sole security holder of the Filer.

7. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer but for the requirement to file its interim financial statement, MD&A, and certifications for the period ended September 30, 2008.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.